REG - Wildcat Petroleum - Annual Financial Report
01/11/2022 07:16
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221101:nRSA8742Ea&default-theme=true
RNS Number : 8742E Wildcat Petroleum PLC 01 November 2022
1 November 2022
Wildcat Petroleum Plc
("Wildcat", "WCAT" or the "Company")
Annual Report & Financial Statements
Wildcat Petroleum plc (LSE: WCAT), a company targeting investment
opportunities in business and assets within the upstream sector of the
petroleum industry, is pleased to announce the publication of its audited
Annual Report and Accounts for the year ended 30 June 2022.
Financial and Operational Highlights
· Current assets of £179,699 (30 June 2021: £439,892)
· Cash balance of £153,701 (30 June 2021: £358,560)
· Net assets of £108,002 (30 June 2021: £406,246)
· Loss before taxation of £305,744 (30 June 2021: Loss of £459,646)
Post Year End
· Fundraising of £250,000 before expenses
· Signed MOU with the Sudanese Oil Ministry to advance the development
and commercial exploitation of hydrocarbon assets in Sudan
Enquiries:
Wildcat msingh@wildcatpetroleum.co.uk (mailto:msingh@wildcatpetroleum.co.uk)
Mandhir Singh
Guild Financial Advisory ross.andrews@guildfin.co.uk
Ross Andrews
Directors' strategic report
The Directors present the strategic report for the period from 1 July 2021 to
30 June 2022.
Chairman's Report
I would personally like to thank very much our shareholders again for their
support.
The Company started the year by stating that after examining potential
opportunities across several sub-Saharan African countries, it had after
careful consideration, decided to initially focus on securing and developing a
proven upstream asset in Angola, with a secondary focus on Namibia for
exploration upside. To assist the Company in Angola the Company in December
appointed Striped Horse Resources Ltd who had extensive practical experience
of doing oil business in Angola.
During the year various advisors were taken on to assist the Company in
securing a suitable African asset. In November MDOIL was appointed to assist
the Company in East Africa and SIMCO appointed to assist the Company in South
Sudan licence round. In February Petro-Tech was appointed to assist the
Company in Sudan, Chad and South Sudan. Also in February TBP-GEO was appointed
to assist the Company in Iran; however the recent political unrest in the
country means that all activity has been suspended in the country.
In early May 2022, the Company undertook a six-month Reconnaissance Desk Study
offshore Sierra Leone and delivered the Report to the Petroleum Directorate by
the 6 month deadline in early October 2022. There is now a Bid Round over the
offshore area - Closing in January 2023. The PDSL have recently confirmed
acceptance of our confidential report and the fact that we can apply (as a
partner) in the Round.
During the year the Company's focus moved from Angola/Namibia and more towards
South Sudan, Chad and in particular Sudan.
In regard to Chad, Director Mr Glyn Roberts, accompanied by Dr Omar from
Petro-Tec attended meetings with the Chadian oil ministry about possible
exploration opportunities in the country, particularly in the Kufra basin. In
respect to South Sudan, the Company applied in August 2021 to participate in
the countries inaugural licence round. Unfortunately, the licence round was
later cancelled. However, in September of this year, Dr Omar attended the Oil
and Power conference in Juba and discussed opportunities in the country
directly with the oil minister on behalf of Wildcat.
In Sudan the greatest progress was made by the Company. The Chairman had high
level meetings with the oil minster as well as with the CEO of SUDAPET. The
discussions centred on how Wildcat could assist the government to increase oil
production which has been declining for a number of years. Due to the positive
reception the Company received it was decided that Wildcat should open a
regional office in Khartoum - initially as a Representative Office.
The Directors collectively have an interest of over 69% in the Company and
therefore have a vested interest in ensuring the Company's first acquisition
is the right one. The Company will remain diligent in minimising its overheads
by reducing administration charges wherever possible. As always, the Company
is focused on shareholder returns.
In October 2022, the Company signed a Memorandum of Understanding with the
Sudanese Oil Ministry regarding possible involvement in developing the oil and
gas resources in certain onshore blocks.
On the 3 October 2022, the Company announced an investment of £50,000 into
the Company by Waterford Finance and Investment - via the issue of 10 million
new shares.
On the 27 of October 2022, the Company raised £ 225,500 gross (211,970 net)
in a directed new share issue of 18,040,000 shares. An RNS regarding this was
issued on the 27 of October.
We look forward to bringing some of the projects mentioned above to fruition
in the coming financial year - to the benefit of the Company and all
shareholders.
For a further review of the Company's strategic objectives, please refer to
the items below.
Responsibility statement
This statement is being made by the Chairman Mr Mandhir Singh and to the best
of his knowledge:
a. the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the issuer and
b. the management report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal risks and uncertainties that they face.
Principal risks and uncertainties
The prime objective of the Company is to work and invest in the upstream
sector of the petroleum industry - namely exploration, appraisal, development
and production of oil and gas.
The Company's stated objectives were outlined in its IPO Prospectus - Namely:
The Company's intention is to either take a minority stake or acquire control
of a business, either of which may constitute a Reverse Takeover under the
Listing Rules.
In the event that an Acquisition presents itself which would require the
raising of additional capital, the Directors will raise additional equity,
debt and/or other financial instruments to finance such an Acquisition. The
Directors will not receive a bonus/reward for the successful completion of an
Acquisition.
The Company may enter into strategic collaborations with oil consultancies,
oil companies or prominent individuals within the oil sector, who may be able
to assist the Company to source a suitable asset.
In assessing any potential acquisition, the Board will pay particular
attention to the following factors when making the acquisition:
· Businesses which are profitable or potentially profitable within
the period of 1-2 years from acquisition;
· Assets which don't require a large capital expenditure;
· Assets with low cost of acquisition and potentially significant
up-side.
The Board will seek to draw on its experience in both the petroleum industry
and the financial industry in order to access suitable targets and fund an
Acquisition.
The Directors' objective is to create long term value for shareholders by
building Wildcat, through its targeted investments, into a successful Company
within the upstream sector of the petroleum industry.
Development and performance
At the beginning of the period, COVID travel restrictions hindered our efforts
towards making an oil/gas acquisition, however the Company has continued to
work hard to secure the right deal. The oil price is now performing well and
we have a number of promising leads which we are following-up on.
In the period the Company has made a loss of £305,744 however this included
exceptional costs of £7,500. At the balance sheet date, the Company had
Current assets (including a cash balance of £153,701) totalling £179,699,
Current Liabilities of £71,697 and Net assets of £108,002
.
Key performance indicators
The Company recognises that the oil and gas business is in a transitional
period to net zero carbon emissions by the middle of the century; and that an
increasing number of traditional oil companies (e.g BP, Shell, Equinor) are
embracing this and have started to move their activities away from oil and gas
to renewables. However this does not alter the importance of oil and gas in
the energy mix and the need to develop these resources to meet global demand
and enable transition - allowing the developing countries, in Africa for
example, to benefit from the revenues generated and their need for reliable
power.
Now, more than ever oil and gas development must be done in a responsible way.
With major companies disposing of their oil and gas assets, the Company sees
an opportunity to acquire assets. We can note that money will still be
available for projects which can be done in a responsible way (e.g associated
gas is captured for re-injection or use rather than flared into the
atmosphere).
The Company has summarised the Risks and Uncertainties in its IPO Prospectus.
Namely:
Other performance indicators
The Company is subject to the following key risks and uncertainties:
Force Majeure
Wildcat's operations, now or in the future, may be adversely affected by risks
outside the control of the Company including war, terrorism or threats of
terrorism, civil disorder, subversive activities or sabotage, fires, floods,
explosions, or other catastrophes, epidemics or quarantine restrictions. Such
high-probability, high-impact events, especially in less well-developed parts
of the world where undiscovered commercial oil reserves remain, could have a
material, negative effect on the market price of Wildcat's Shares.
Wildcat will be Investing into Upstream Petroleum Activities
Wildcat will invest into upstream petroleum activities such as exploration,
appraisal, development and production of oil and gas. This part of the
petroleum industry is much more risky than downstream petroleum activities
such as the transport, refining or marketing of petroleum products. The
upstream petroleum sector is closely tied to the performance of the global
economy. As a result, the identified sector may be affected by changes in
general economic activity and specifically the price of oil and gas. The
Company's revenue, profitability and future rate of growth will depend
substantially on the prevailing price of oil and gas, which can be volatile.
Changes in the price of these commodities will directly affect the Company's
revenue and net income. The price of oil and gas is subject to fluctuations
and volatility in response to a variety of factors beyond the Company's
control, including, but not limited to changes in the global supply and demand
of oil and gas, changes in global and regional economic conditions and
exchange rate fluctuations, political, economic and military developments in
the commodity producing region, prevailing weather conditions, geo-political
uncertainties, petroleum regulations, Government regulations, in particular,
export restrictions and taxes, the ability of suppliers and third party
contractors to perform in a timely basis under their agreements and potential
influence on commodity prices due to the large volume of derivate transactions
on the commodity exchanges and over-the-counter markets. Therefore, any
deterioration of the global economy or the price of oil and gas could have an
adverse effect on the Company's business, prospects, financial condition and
results of operations.
Other information and explanations
Exploration and Development Risks
Petroleum exploration and development can be highly speculative in nature and
involve a high degree of risk. The economics of developing petroleum assets
are affected by many factors including the cost of operations, variation in
the quality of the commodity, fluctuation in the price of oil/gas, fluctuation
in exchange rates, and costs of development infrastructure and processing
equipment. Also factors such as government regulations, including regulations
relating to royalties, allowable production, export restrictions and
environmental protection can significantly affect the Company's performance.
There is also the risk that oil and gas are not successfully discovered after
incurring significant costs to do so, resulting in a write off of the
investment. As a result of these uncertainties, there can be no guarantee that
any of the Company's investments will result in profitable commercial
operations.
Activities in the Upstream Petroleum sector can be Dangerous and may be
subject to Interruption
The Company's operations may be subject to significant hazards and risks
inherent to the upstream petroleum sector and countries in which it intends to
operate. These hazards and risks include but are not limited to explosions and
fires, natural disasters, equipment breakdowns and other mechanical or system
failures, disruption of production operations, improper installations or
operation of equipment, transport, delivery and equipment supply disruption,
acts of political unrest, war and terrorism and local community opposition and
activities.
Wildcat's Operations will be subject to all Risks incidental to the
Development and Production of Petroleum Assets
The Company's future operations will be subject to all of the risks normally
incidental to the development and production of petroleum assets. These
include encountering unexpected geological formations, equipment failure,
accidents, adverse weather conditions, diseases impacting the health of
personnel, pollution and other environmental risks.
If any of these events occur, they could result in environmental damage,
injury to persons/loss of life and failure to produce commodities in
commercial quantities. They could also result in significant delays to
operations, partial or total shutdown of operations, significant damage to
equipment and personal injury or wrongful death claims being brought against
the Company.
Limitations on the Board's Experience
The Company believes that the growth of the Company's future operations will
be largely attributable to the efforts of the members of the Board, who have
played and continue to play a critical role in the business. The Company will
therefore rely heavily on the combined experience of the Board, both in the
oil and gas sector and in the financial sector, to identify potential
acquisition opportunities and to execute the Acquisition. The Board is
confident that this combined experience will allow them to carry out their
investment objectives as detailed in this document. However, there are
limitations on the Directors' experience and know-how in relation to the oil
and gas sector, specific assets they may be looking at and in their knowledge
of the countries or regions in which potential target assets may be located
such as West Africa. This may impact the Company's ability to successfully
identify and make the Acquisition and identify suitable acquisition
opportunities and therefore this may have a material adverse impact on the
financial and commercial performance of the Company.
Promoting the success of the company
Coronavirus Outbreak
Wildcat's operations and/or its financial condition, may be adversely affected
by a future COVID-19 type pandemic which would have a noticeable impact on
global economic growth and cause disruption to financial markets and business
activity in the UK and globally.
The risks are expanded upon and further risks are discussed on pages 11 to 26
of the IPO Prospectus which can be found in the Information section of
Wildcat's website: www.wildcatpetroleum.co.uk. For completeness these are
listed below. And apart from item 28 (which concerned the offer price) are
still applicable to the business.
Summary of Risk categories:
1. Force Majeure
2. Wildcat will be Investing into Upstream Petroleum Activities
3. Exploration and Development Risks
4. Estimates of Petroleum Reserves and Resources
5. Activities in the Upstream Petroleum sector can be Dangerous and
may be subject to Interruption
6. Wildcat's Operations will be subject to all Risks incidental to the
Development and Production of Petroleum Assets
7. Wildcat may be unable to obtain or renew required drilling rights
or exploration and extraction rights and concessions, licences, permits and
other authorisations
8. Exploration development and production activities are capital
intensive and inherently uncertain in their outcome. As a result, Wildcat may
not generate a return on its investments or recover its costs and it may not
be able to generate cash flows or secure adequate financing for its future
objectives
9. Exploration development and production activities are inherently
subject to a number of potential drilling and production risks and hazards
which may affect the ability of Wildcat, if it acquires or establishes any oil
and gas activities to produce oil and gas at expected levels, increase
operating costs and/or expose the Company and/or its Directors to legal
liability
10. Limitations on the Board's Experience
11. Reliance on Key Personnel
12. Reliance on Third Party Contractors
13. Possible use of Blockchain Technology
14. The terms of the future relationship between the UK and the EU and the
economic uncertainty that surrounds it may negatively impact Wildcat's results
of operations and prospects
15. Existing and proposed legislation and regulation affecting greenhouse
gas emissions may adversely affect Wildcat's operations
16. Political, legal and commercial instability in the countries in which
the oil and gas sector may operate could affect the viability of Wildcat's
operations
17. Failure to Manage Relationships with Local Communities, Government and
Non-Government Organisations could adversely affect future growth potential of
Wildcat
18. Our financial condition may be negatively impacted by the Coronavirus
outbreak (COVID-19)
19. Unfavourable economic conditions would adversely impact Wildcat's
results and/or financial condition.
20. Wildcat may be subject to foreign investment and exchange risks
21. There is no assurance that Wildcat will identify suitable acquisition
opportunities in a timely manner or at all which could result in a loss on
your investment
22. Wildcat is a newly formed entity with no operating history and has not
yet identified any potential target company or business for the Acquisition
23. Wildcat may be unable to complete the Acquisition or to fund the
operations of the target business if it does not obtain additional funding
24. Dividend payments on the Shares are not guaranteed
25. Wildcat may face significant competition for acquisition opportunities
26. The Company's Directors may appear to be, or may be become, conflicted.
27. Investors may not be able to realise returns on their investment in
Wildcat's Shares within a period they would consider to be reasonable
28. Dilution could impair the value of Wildcat's share capital
29. There is no guarantee that Wildcat will maintain its listing on the
London Stock Exchange
30. Costs of compliance with corporate governance and accounting
requirements
31. A Standard Listing affords less regulatory protection than a Premium
Listing
32. There can be no assurance that Wildcat will be able to make returns to
shareholders in a tax-efficient manner
33. Changes in tax law may reduce any net returns for Wildcat's shareholders
To the above, we can add:
34. Russia, Ukraine and the threat to energy security and economic stability
in Europe and the rest of the world.
The geopolitical situation in Eastern Europe intensified on February 24, 2022,
with Russia's invasion of Ukraine. The war between the two countries continues
to evolve as military activity proceeds and additional sanctions are imposed.
In addition to the human toll and impact of the events on entities that have
operations in Russia, Ukraine, or neighbouring countries (e.g., Belarus) or
that conduct business with their counterparties, the war is increasingly
affecting economic and global financial markets and exacerbating ongoing
economic challenges, including issues such as rising inflation and global
supply-chain disruption. Whilst the Company does not have any operations in
Russia or Ukraine, it needs to consider the broader impact on these
macroeconomic conditions, and the war's effect on certain accounting and
financial reporting matters. The degree to which entities are or will be
affected by them largely depends on the nature and duration of uncertain and
unpredictable events, such as further military action, additional sanctions,
and reactions to ongoing developments by global financial markets.
Description of the company's strategy and business model
The strategy is as outlined in the Fair Review of Company Business - above.
Analysis of directors, key employees and employees by sex:
No Male Female
Directors 2 2 0
Key employees 0 0 0
Employees 0 0 0
Key performance indicators
Bank and cash controls:
Bank reconciliations are prepared at least monthly and reviewed by the
Chairman.
All major items of expenditure are agreed by the Directors in advance.
There are no other key performance indicators for this period as the Company
has not completed its investment activity.
Key performance indicators
Bank and cash controls:
Bank reconciliations are prepared at least monthly and reviewed by the
Chairman.
All major items of expenditure are agreed by the Directors in advance.
There are no other key performance indicators for this period as the Company
has not completed its investment activity.
Principal risks and uncertainties
In addition to the risks detailed above, we need (as part of the mandatory
requirements of the Strategic Review) to address the following:
i. Business strategy
The Company is a relatively new entity, with only a brief operating history,
and therefore, investors have no basis on which to evaluate the Company's
ability to achieve its objective of identifying, acquiring and operating one
or more companies or businesses.
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and believe that
there is sufficient working capital to fund the running cost of the business
and that they will be able to raise equity to fund projects.
iii. Brexit
With most of our plans falling outside the UK/Europe we do not regard the
post-Brexit climate we find ourselves in now as a significant risk.
iv. Risks of not finding suitable investment and Risk of
non-performance of Investment
These risks are covered on page 14 and 21 of our IPO Prospectus. Namely:
Wildcat may be unable to obtain or renew required drilling rights or
exploration and extraction rights and concessions, licences, permits and other
authorisations
The Company or an acquired company or business may conduct its operations
pursuant to drilling rights and concessions, licences, permits and other
authorisations. Any delay in obtaining or renewing a licence, permit or other
authorisation may result in a delay in investment or development of a resource
and may have a material adverse effect on the acquired business' results of
operations, cash flows and financial condition. In addition, any existing
drilling rights and concessions, licences, permits and other authorisations
may be suspended, terminated or revoked if the Company or acquired company or
business fails to comply with the relevant requirements. In such cases,
government regulators may impose fines or suspend or terminate the right,
concession, licence, permit and other authorisation, any of which could have a
material adverse effect on the Company's results of operations, cash flows and
financial condition.
Exploration development and production activities are capital intensive and
inherently uncertain in their outcome. As a result, Wildcat may not generate a
return on its investments or recover its costs and it may not be able to
generate cash flows or secure adequate financing for its future objectives:
Exploration, development, and production activities are capital intensive and
inherently uncertain in their outcome. The Company's future projects may
involve unprofitable efforts, either from dry wells or from wells that are
productive but do not produce sufficient net revenues to return a profit after
development, operating and other costs. Furthermore, completion of a well does
not guarantee a profit on the investment or recovery of the costs associated
with that well. In addition, drilling hazards or environmental damage could
significantly affect operating costs, and production from successful wells may
be adversely affected by conditions including delays in obtaining governmental
approvals or consents , shut-ins of connected wells resulting from extreme
weather conditions, insufficient storage or transportation capacity or adverse
geological conditions. Production delays and declines, whether or not as a
result of the foregoing conditions, may result in lower revenue or cash flows
from operating activities until such time, if at all, that the delay or
decline is cured or arrested.
Wildcat may be unable to complete the Acquisition or to fund the operations of
the target business if it does not obtain additional funding:
Although Wildcat has not yet identified a prospective target company or
business and cannot currently predict the amount of additional capital that
may be required, to complete an Acquisition or once an Acquisition has been
made, if the target is not sufficiently cost generative, further funds may
need to be raised. If, in order to make an acquisition or following the
Acquisition, the Company's cash reserves are insufficient, the Company will
likely be required to seek additional equity or debt financing. The Company
may not receive sufficient support from its existing Shareholders to raise
additional equity, and new equity investors may be unwilling to invest on
terms that are favourable to the Company, or at all. Lenders may be unwilling
to extend debt financing to the Company on attractive terms, or at all. To the
extent that additional equity or debt financing is necessary to complete the
Acquisition and remains unavailable or only available on terms that are
unacceptable to the Company, the Company may be compelled either to
restructure or abandon the Acquisition, or proceed with the Acquisition on
less favourable terms, which may reduce the Company's return on the
investment. Even if additional financing is unnecessary to complete the
Acquisition, the Company may subsequently require equity or debt financing to
implement operational improvements in the acquired business. The failure to
secure additional financing or to secure such additional financing on terms
acceptable to the Company could have a material adverse effect on the
continued development or growth of the acquired business.
Environmental Responsibility
The Company and its management believe that any matters related to
environmental responsibility are not currently applicable as there are no
trading activities. Nevertheless, the Company and its management acknowledge
the importance of environmental responsibility, the need to reduce carbon
emissions and compliance with local regulatory environmental requirements in
the event where future trading and operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the responsibility
under English law to promote success of the Company for the benefits of its
stakeholders. The Company and its management also acknowledge and recognise
the responsibility towards partners, suppliers, contractors, investors,
lenders and local community in which future operational activities will take
place. The Company has two employees, being the Directors, both male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related guidelines and
regulations. The Company and its management have conducted a review into its
operational procedures to consider the impact of the Bribery Act 2010 and the
Board has adopted anti-corruption and anti-bribery policy.
Acts of God and contagious diseases
Acts of God such as seismic activity, flooding, inclement weather and natural
disasters more generally, together with outbreaks of highly contagious
diseases, are beyond the control of the Company and may adversely affect the
economy, infrastructure and livelihood of people in the countries in which the
Company is operating or proposing to operate. The Company's business and
profitability may be adversely affected should such acts of God and/or
outbreaks occur and/or continue.
Going Concern
The financial statements have been prepared on the going concern basis, which
assumes the Company will continue to be able to meet its liabilities as they
fall due for the foreseeable future.
In the period the Company has made a loss of £305,744 however this included
exceptional costs of £7,500. At the balance sheet date the Company had
Current assets (including a cash balance of £153,701) totalling £179,699,
Current Liabilities of £71,697 and Net assets of £108,002.
Based on the forecasted expenditure for the period to 31 December 2023, the
Directors are of the opinion that, following a money raise in the October
2022, £211,970 net was raised by the issue of new shares, together with an
additional £50,000 from new shares issued to Waterford Investments in October
2022, the Company will have sufficient cash for the foreseeable future.
The Directors are therefore of the opinion that the Company will have adequate
financial resources to enable it to continue in operation for the foreseeable
future. For this reason, it continues to adopt the going concern basis in
preparing the financial statements.
Funding and expected expenditure for the foreseeable future.
i. The Company raised money in the Q4 2022 to fund its ongoing and
project start-up costs.
i. In the event that an Acquisition presents itself which would most
likely require the raising of additional capital, the Directors will raise
additional equity, debt and/or other financial instruments to finance such an
Acquisition.
The further costs and expenses of any acquisition will likely comprise legal,
financial and tax due diligence in relation to any target company; however,
the Company would only reach this stage after the Directors have carried out
an initial commercial review of the target and the Company has entered into a
non-disclosure agreement and/or heads of terms.
In addition to any share consideration used by the Company in relation to any
acquisition, the Company may raise additional capital in connection with the
consummation of that acquisition (dependent upon the size of such acquisition
and the ability of the Company to satisfy the consideration in shares). Such
capital may be raised through share issues (such as rights issues, open offers
or private placings) or borrowings. The Company may also make an acquisition
or fund part of any acquisition through share-for-share exchanges.
Although the Company envisages that any capital raised will be from new
equity, the Company may also choose to finance all or a portion of an
acquisition with debt financing. Any debt financing used by the Company is
expected to take the form of bank financing, although no financing
arrangements are currently in place, from soundings in the market, the Company
believes that funds can be made available. The Company envisages that debt
financing may be necessary if, for example, a target company has been
identified but would require a certain amount of cash consideration in
addition to, or instead of, share consideration.
Debt financing (if required) for an acquisition will be assessed with
reference to the projected cash flow of the target company or business/assets
and may be incurred at the Company level. Any costs associated with the debt
financing will be paid with the proceeds of such financing. If debt financing
is utilised, there will be additional servicing costs. Furthermore, while the
terms of any such financing cannot be predicted, such terms may subject the
Company to financial and operating covenants or other restrictions, including
restrictions that might limit the Company's ability to make distributions to
Shareholders.
Following an acquisition, the Company's future liquidity will depend in the
medium to longer term primarily on: (i) the profitability of the company or
business/assets it acquires; (ii) the Company's management of available cash;
(iii) cash distributions on sale of existing assets; (iv) the use of
borrowings, if any, to fund short-term liquidity needs; and (v) dividends or
distributions from any future subsidiary companies.
Section 172 Statement
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and
consider that they have, both individually and together, acted in the way
that, in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole. In doing so, they have had
regard (amongst other matters noted above) to:
· the likely consequences of any decision in the long term: The
Company's long-term strategic objectives, including progress made during the
year and principal risks to these objectives, are shown on above.
· the interests of the Company's employees: Our employees are
fundamental to us achieving our long-term strategic objectives.
· the need to foster the Company's business relationships with
suppliers, customer and others A consideration of our relationship with wider
stakeholders and their impact on our long-term strategic objectives is also
disclosed above.
· the impact of the Company's operations on the community and the
environment The Company operates honestly and transparently. We consider the
impact on the environment on our day-to-day operations and how we can minimise
this.
· the desirability of the Company maintaining a reputation for high
standards of business conduct. Our intention is to behave in a responsible
manner, operating within the high standard of business conduct and good
corporate governance.
· the need to act fairly as between members of the Company: Our
intention is to behave responsibly towards our shareholders and treat them
fairly and equally, so that they too may benefit from the successful delivery
of our strategic objectives.
The Strategic Report forms part of the Company's annual accounts and reports.
The full set of accounts can be found at the registered office as stated in
the Company information or in the London Stock Exchange website.
The Auditor's Report on the annual accounts is unqualified and states that the
Strategic Report and Director's Report are consistent with the financial
statements. This report can be found in pages 19-23.
..............................
Mr M Singh
Director
Date: 31 October 2022
The Directors present their annual report and financial statements for the
period from 1 July 2021 to 30 June 2022.
The corporate governance statement set out on page 15 forms part of this
report.
Principal activities
The principal activity of the Company is in the upstream sector of the
petroleum industry - namely exploration, appraisal, development and production
of oil and gas.
The Company did not have a qualifying indemnity insurance for Directors.
Results and Dividends
The trading results for the period and the Company's financial position at the
end of the period are shown in the attached financial statements.
The Directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006 the Company has
included the review of the business, the future outlook and the risks and
uncertainties faced by the Company in the Strategic Report.
Directors
The Directors who held office during the year and up to the date of signature
of the financial statements were as follows:
Mr G Roberts
Mr M Singh
Directors' remuneration
The total remuneration of the Directors for the year was as follows:
Fees/salary
£
Mr M Singh 20,000
Mr G Roberts 12,400
Directors' interests
The Directors' interests in the shares of the Company were as stated below:
All share amounts are to 000
Mr M Singh 1,679.965 69.999%
Mr G Roberts 23,700 0.998%
Additional note: The Directors holding post IPO were
Mr M Singh: 1,680,000,000 shares (disposals since then were solely due to
those taken to cover charges when shares were put into his ISAs - namely
25,000 shares (as reported in RNS 6187L of 13 Jan 2021) and 10,000 shares (as
reported in RNS 8934U of 8/4/21).
Mr G Roberts: 24,000,000 shares (disposals since were: 300,000 of which were
gifted to his 3 adult sons on 2/3/21 and which were reported in RNS 4837S)
The Company's capital consists of ordinary shares which rank pari passu in all
respects which are traded on the Standard segment of the Main Market of the
London Stock Exchange. There are no restrictions on the transfer of securities
in the Company or restrictions on voting rights and none of the Company's
shares are owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the Company that
may restrict voting rights, restrict the transfer of securities, result in the
appointment or replacement of Directors amend the Company's Articles of
Association or restrict the powers of the Company's Directors, including in
relation to the issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a takeover bid
or the like.
Substantial shareholdings
At the date of signing these financial statements, the only shareholder with
an interest over 3% was Mr M Singh with 69.999%. Mr M Singh is also a Director
and Chairman of the Company.
Greenhouse Gas (GHG) Carbon emissions
The Company is currently non-trading with no operating premises or employees
other than its Directors, and therefore has minimal carbon emissions. Total
emissions are expected to be lower than 40,000 Kwh. Accordingly, it is not
considered necessary to obtain emissions, energy consumption or energy
efficiency data and produce an Energy and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is exposed to and
the controls in place to minimize those risks are disclosed in Note 20.
The Board considers and reviews these risks on a strategic and day-to-day
basis in order to minimize any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The Directors confirm that there
are no disclosures required in relation to Listing Rule 9.8.
Auditors
Jeffreys Henry LLP were appointed auditors to the Company and in accordance
with section 485 of the Companies Act 2006, a resolution proposing that they
be re-appointed will be put at a General Meeting.
Additional note: The Directors holding post IPO were
Mr M Singh: 1,680,000,000 shares (disposals since then were solely due to
those taken to cover charges when shares were put into his ISAs - namely
25,000 shares (as reported in RNS 6187L of 13 Jan 2021) and 10,000 shares (as
reported in RNS 8934U of 8/4/21).
Mr G Roberts: 24,000,000 shares (disposals since were: 300,000 of which were
gifted to his 3 adult sons on 2/3/21 and which were reported in RNS 4837S)
The Company's capital consists of ordinary shares which rank pari passu in all
respects which are traded on the Standard segment of the Main Market of the
London Stock Exchange. There are no restrictions on the transfer of securities
in the Company or restrictions on voting rights and none of the Company's
shares are owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the Company that
may restrict voting rights, restrict the transfer of securities, result in the
appointment or replacement of Directors amend the Company's Articles of
Association or restrict the powers of the Company's Directors, including in
relation to the issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a takeover bid
or the like.
Substantial shareholdings
At the date of signing these financial statements, the only shareholder with
an interest over 3% was Mr M Singh with 69.999%. Mr M Singh is also a Director
and Chairman of the Company.
Greenhouse Gas (GHG) Carbon emissions
The Company is currently non-trading with no operating premises or employees
other than its Directors, and therefore has minimal carbon emissions. Total
emissions are expected to be lower than 40,000 Kwh. Accordingly, it is not
considered necessary to obtain emissions, energy consumption or energy
efficiency data and produce an Energy and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is exposed to and
the controls in place to minimize those risks are disclosed in Note 20.
The Board considers and reviews these risks on a strategic and day-to-day
basis in order to minimize any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The Directors confirm that there
are no disclosures required in relation to Listing Rule 9.8.
Auditors
Jeffreys Henry LLP were appointed auditors to the Company and in accordance
with section 485 of the Companies Act 2006, a resolution proposing that they
be re-appointed will be put at a General Meeting.
Events after the reporting period
Further information on events after the reporting period are set out in Note
25.
Statement of director's responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with UK adopted International Accounting
Standards (IFRSs). Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss of the
Company for that period. In preparing these financial statements,
International Accounting Standard 1 requires that Directors:
· properly select and apply accounting policies;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the Company's ability to continue as a
going concern.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual report confirms
that:
· so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and
· the Director has taken all the steps that he / she ought to have
taken as a Director in order to make himself / herself aware of any relevant
audit information and to establish that the Company's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Annual General Meeting
Notice of the forthcoming Annual General Meeting of the Company together with
resolutions relating to the Company's ordinary business will be given the
members separately.
On behalf of the board
..............................
Mr M Singh
Director
Date: 31 October 2022
Corporate governance policy
The policy of the Board is to manage the affairs of the Company with reference
to the UK Corporate Governance Code, which is publicly available from the
Financial Reporting Council.
Application of principles of good governance by the board of directors
The Board currently comprises the two Directors. The Company plans to appoint
non executive directors in the future as the Company develops. There are board
meetings several times a year (held remotely due to Covid Restrictions) and
other meetings are held as required to direct the overall Company strategy and
operations with the aim of delivering long term shareholder value. The value
to shareholders is to be derived from the completion of a reverse takeover and
subsequent profitability. Board meetings cover key areas of the Company's
affairs including overall strategy, acquisition policy, approval of budgets,
major capital expenditure and significant transactions and financing issues.
The Board is also responsible for the effectiveness of the Company's risk
management and internal control systems. The Board believes these are working
effectively, but recognises the ongoing need for identification, evaluation
and management if significant risks.
Outside of the scheduled meetings, the Directors maintain frequent contact
with each other to discuss any issues of concern they may have relating to the
Company or their areas of responsibility, and to keep them fully briefed on
the Company's operations.
The Company does not have a Nomination Committee at present. The appointment
of new Directors is made by the Board as a whole. This is considered
reasonable for a Company of this size. The requirement for a Nomination
Committee will be considered on an ongoing basis.
Audit
Having assessed the performance objectivity and independence of the auditors,
the Board will be recommending the reappointment of Jeffreys Henry LLP as
auditors to the Company at the forthcoming Annual General Meeting.
There is currently no internal audit function within the Company. The
Directors consider that this is appropriate of a Company of this size.
The Company does not have a Audit Committee at present. The appointment of the
auditor is made by the Board as a whole. This is considered reasonable for a
Company of this size. The requirement for a Audit Committee will be considered
on an ongoing basis.
Diversity
The Company has not adopted a formal policy on diversity; however, it is
committed to a culture of equal opportunities for all, regardless of age, race
or gender. The Board is currently made up of two male Directors, and there are
no other employees in the Company.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long term value. To
accomplish this, the Board keeps several channels of communication open to
communicate with shareholders. Regular updates to record news in relation to
the Company and the status of its activities released on the London Stock
Exchange website.
At AGMs individual shareholders will be given the opportunity to put questions
to the Chairman and to other members of the Board that may be present. Notice
of the AGM is sent to shareholders at least 21 clear days before the meeting.
Board meetings
There were 11 Board of Directors meetings in the period, all of which were
attended fully by the Directors.
Introduction
The information included in this report is not subject to audit other than
where specifically indicated.
Remuneration Committee
The Company is aware of its obligations under the UK Corporate Governance
Code. As it has announced previously, it will set up a Remuneration Committee
once it has commenced its trading activities and the Committee's function will
be to review the performance of executive Directors and senior employees and
set their remuneration and other terms of employment.
The Company has two executive Directors and no senior employees.
The remuneration policy
Each of the Directors shall be paid a fee at such rate as may from time to
time be determined by the Board. Any Director who is appointed to any
executive office shall be entitled to receive such remuneration (whether by
way of salary, commission, participation in profits or otherwise) as the Board
or any committee authorised by the Board may decide, either in addition to or
in lieu of his remuneration as a Director. In addition, any Director who
performs services which in the opinion of the Board or any committee
authorised by the Board go beyond the ordinary duties of a Director, may be
paid such extra remuneration as the Board or any committee authorised by the
Board may determine.
Recruitment Policy
Base salary levels will take into account market data for the relevant role,
internal relativities, their individual experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time, subject to performance in the role. Benefits will
generally be in accordance with the approved policy. For external and internal
appointments, the Board may agree that the Company will meet certain
relocation and/or incidental expenses as appropriate.
Service agreements and terms of appointment (audited)
The Directors have service contracts with the Company. These contracts are not
fixed term and may be terminated by either the Company or the Director by
giving a 3 months' notice.
Directors' interests
The Directors' interests in the share capital of the Company are set out in
the Directors' report.
Directors' emoluments (audited)
Remuneration paid to the Directors' during the year ended 30 June 2022 was:
Director Base Salary Fees (Excluding VAT) Pension contribution Total
£'000 £'000 £'000 £'000
Mr M Singh 20 - - 20
Mr G Roberts 12.4 - - 12.4
Total 32.4 - - 32.4
Salaries were paid for the period 1 Jul 2021 to 30 Jun 2022.
No pension contributions were made by the Company on behalf of its Directors,
and no excess retirement benefits have been paid out to current or past
Directors.
Payment for loss of Office
If a contract is to be terminated, the Company will determine such mitigation
as it considers fair and reasonable in each case. The Company reserves the
right to make additional payments where such payments are made in good faith
in discharge of an existing legal obligation (or by way of damages for breach
of such an obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an Executive Director's office
or employment.
Percentage change tables (audited)
The Directors have considered the requirement for the percentage change tables
comparing the Chairman's percentage change of remuneration to that of the
average employee to not provide any meaningful information to the
shareholders. This is due to the Company not having any employees in this or
the prior period with the exception of the Directors. The Directors will
review the inclusion of this table for future reports.
Company performance graph (audited)
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Company's Total Shareholder Return with that of a
comparable indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company has only been listed since 30
December 2020, is not paying dividends, is currently in a start-up mode and
whose focus is to seek an acquisition. In addition, and as mentioned above,
the remuneration of Directors is not currently linked to performance and we
therefore do not consider the inclusion of this graph to be useful to
shareholders at the current time. The Directors will review the inclusion of
this table for future reports.
Other matters
There are no other reportable matters to disclose.
Shareholder Interaction
At the next annual general meeting the Company will present a resolution
placing these accounts together with the Director's and Auditor's Reports to
the members. The Board considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional feedback received
from time to time, is considered as part of the Company's annual policy on
remuneration.
Salaries were paid for the period 1 Jul 2021 to 30 Jun 2022.
No pension contributions were made by the Company on behalf of its Directors,
and no excess retirement benefits have been paid out to current or past
Directors.
Payment for loss of Office
If a contract is to be terminated, the Company will determine such mitigation
as it considers fair and reasonable in each case. The Company reserves the
right to make additional payments where such payments are made in good faith
in discharge of an existing legal obligation (or by way of damages for breach
of such an obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an Executive Director's office
or employment.
Percentage change tables (audited)
The Directors have considered the requirement for the percentage change tables
comparing the Chairman's percentage change of remuneration to that of the
average employee to not provide any meaningful information to the
shareholders. This is due to the Company not having any employees in this or
the prior period with the exception of the Directors. The Directors will
review the inclusion of this table for future reports.
Company performance graph (audited)
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Company's Total Shareholder Return with that of a
comparable indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company has only been listed since 30
December 2020, is not paying dividends, is currently in a start-up mode and
whose focus is to seek an acquisition. In addition, and as mentioned above,
the remuneration of Directors is not currently linked to performance and we
therefore do not consider the inclusion of this graph to be useful to
shareholders at the current time. The Directors will review the inclusion of
this table for future reports.
Other matters
There are no other reportable matters to disclose.
Shareholder Interaction
At the next annual general meeting the Company will present a resolution
placing these accounts together with the Director's and Auditor's Reports to
the members. The Board considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional feedback received
from time to time, is considered as part of the Company's annual policy on
remuneration.
This report was approved by the board on 31 October 2022
On Behalf of the Board
Mr M Singh
Director
Opinion
We have audited the financial statements of Wildcat Petroleum Plc (the
'Company') for the period ended 30 June 2022 which comprise the statement of
comprehensive income, the statements of financial position, the statements of
cash flows, the statements of changes in equity and notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation is
applicable law and UK adopted international accounting standards (IFRSs).
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 30 June 2022 and of the loss for the period then ended;
· have been properly prepared in accordance with UK adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the entity's ability to continue to adopt the going concern
basis of accounting included, as part of our risk assessment, review of the
nature of the business of the group, its business model and related risks
including Ukraine/Russian conflict, the requirements of the applicable
financial reporting framework and the system of internal control. We evaluated
the Directors' assessment of the Company's ability to continue as a going
concern, including challenging the underlying data and key assumptions used to
make the assessment, and evaluated the Directors' plans for future actions in
relation to their going concern assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
There were no key audit matters identified apart from Going concern basis that
required to be explained in detail.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Based on our professional judgment, we determined materiality for the
financial statements as a whole as follows:
Company financial statements
Overall materiality £14,000
How we determined it 5% of Net Loss rounded down to the nearest £'000
Rationale for We believe that net loss is the primary measure used by shareholders in
assessing the position and performance of the Company at the end of the
benchmark applied period.
We agreed with the Board of Directors that we would report to them
misstatements identified during our audit above £700 as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative
reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the Directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the Company, its accounting processes, its internal
controls and the industry in which it operates.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
We agreed with the Board of Directors that we would report to them
misstatements identified during our audit above £700 as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative
reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the Directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the Company, its accounting processes, its internal
controls and the industry in which it operates.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of our audit:
· the information given in the strategic report and the Directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the strategic report and the Directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the Company financial statements and the directors' remuneration
report to be audited are not in agreement with the accounting records and
returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out
on page 14, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above and on the Financial Reporting Council's website, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:
· the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and skills to
identify or recognise non-compliance with applicable laws and regulations;
· we identified the laws and regulations applicable to the Company
through discussions with the Directors, and from our commercial knowledge and
experience of the oil and gas sector.
· we focused on specific laws and regulations which we considered
may have a direct material effect on the financial statements or the
operations of the Company, including Companies Act 2006, taxation legislation,
data protection, anti-bribery, employment, environmental, health and safety
legislation and anti-money laundering regulations.
· we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management and
inspecting legal correspondence; and
· identified laws and regulations were communicated within the
audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial statements to
material misstatement, including obtaining an understanding of how fraud might
occur, by:
· making enquiries of management as to where they considered there
was susceptibility to fraud, their knowledge of actual, suspected and alleged
fraud;
· considering the internal controls in place to mitigate risks of
fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any unusual or
unexpected relationships;
· tested journal entries to identify unusual transactions;
· assessed whether judgements and assumptions made in determining
the accounting estimates set out in Note 2 of the Group financial statements
were indicative of potential bias;
· investigated the rationale behind significant or unusual
transactions.
In response to the risk of irregularities and non-compliance with laws and
regulations, we designed procedures which included, but were not limited to:
· agreeing financial statement disclosures to underlying supporting
documentation;
· reading the minutes of meetings of those charged with governance;
· enquiring of management as to actual and potential litigation and
claims;
· reviewing correspondence with HMRC and the Company's legal
advisor.
There are inherent limitations in our audit procedures described above. The
more removed the laws and regulations are from financial transactions, the
less likely it is that we would become aware of non-compliance. Auditing
standards also limit the audit procedures required to identify non-compliance
with laws and regulations to enquiry of the directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 8 January 2020 to audit the
financial statements for the period ending 30 June 2022. Our total
uninterrupted period of engagement is 2 period, covering the periods ending 30
June 2022 and 30 June 2021.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to Company and we remain independent of the Company in conducting our
audit.
Our audit opinion is consistent with the additional report to the Board of
Directors.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Sanjay Parmar (Senior Statutory Auditor)
For and on behalf of 31 October 2022
Jeffreys Henry LLP
Finsgate 5-7 Cranwood Street
London
EC1V 9EE
Year 18 months
ended ended
30 June 30 June
2022 2021
Notes £ £
Administrative expenses (298,244) (211,112)
Exceptional items - share based payments (7,500) (248,534)
Operating loss 3 (305,744) (459,646)
Income tax expense 7 - -
Loss and total comprehensive income for the year 18 (305,744) (459,646)
Loss per share 8
Basic and diluted (0.01) (0.02)
2022 2021
Notes £ £
Current assets
Trade and other receivables 9 25,998 81,332
Cash and cash equivalents 153,701 358,560
179,699 439,892
Current liabilities
Trade and other payables 11 71,697 33,646
Net current assets 108,002 406,246
Net assets 108,002 406,246
Equity
Called up share capital 15 67,200 67,200
Share premium account 16 550,158 550,158
Other reserves 17 256,034 248,534
Retained earnings 18 (765,390) (459,646)
Total equity 108,002 406,246
The financial statements were approved by the board of Directors and
authorised for issue on 31 October 2022 and are signed on its behalf by:
..............................
Mr M Singh
Director
Company Registration No. 12392909
Share capital Share premium account Other reserves Retained earnings Total
Notes £ £ £ £ £
Balance at 8 January 2020 - - - - -
Period ended 30 June 2021:
Loss and total comprehensive income for the period - - - (459,646) (459,646)
Issue of share capital 21 67,200 550,158 - - 617,358
Credit to equity for equity settled share-based payments 18 - - 248,534 - 248,534
Balance at 30 June 2021 67,200 550,158 248,534 (459,646) 406,246
Year ended 30 June 2022:
Loss and total comprehensive income for the year - - - (305,744) (305,744)
Credit to equity for equity settled share-based payments 18 - - 7,500 - 7,500
Balance at 30 June 2022 67,200 550,158 256,034 (765,390) 108,002
2022 2021
Notes £ £ £ £
Cash flows from operating activities
Cash absorbed by operations 24 (204,859) (258,798)
Net cash outflow from operating activities (204,859) (258,798)
Financing activities
Proceeds from issue of shares - 650,400
Share issue costs - (33,042)
Net cash (used in)/generated from financing activities - 617,358
Net (decrease)/increase in cash and cash equivalents (204,859) 358,560
Cash and cash equivalents at beginning of year 358,560 -
Cash and cash equivalents at end of year 153,701 358,560
1 Accounting policies
Company information
Wildcat Petroleum Plc is a public company limited by shares incorporated in
England and Wales. The registered office is Belmont House Third Floor, Suite
Asco-303, Belmont Road, Uxbridge, Middlesex, UK, UB8 1HE. The Company
currently has no premises and as such there is no trading address. The
Company's principal activities and nature of its operations are disclosed in
the Directors' report.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK adopted
International Accounting Standards (IFRS) and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS, except as
otherwise stated.
The financial statements are prepared in sterling, which is the functional
currency of the Company. Monetary amounts in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost
convention.
The principal accounting policies adopted are set out below.
1.2 Going concern
The financial statements have been prepared on the going concern basis, which
assumes the Company will continue to be able to meet its liabilities as they
fall due for the foreseeable future.
At the end of the period the Company is in a significant net asset position of
£108,002. At 30th June 2022 the Company had a cash balance of £153,701.
Based on the forecasted expenditure for the period to 31 October 2023, the
Directors are of the opinion that the Company will have sufficient cash for
the foreseeable future.
The Directors are therefore of the opinion that the Company has adequate
financial resources to enable it to continue in operation for the foreseeable
future. For this reason, it continues to adopt the going concern basis in
preparing the financial statements.
1.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
1.4 Financial assets
Financial assets are recognised in the Company's statement of financial
position when the Company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial
assets is not met, a financial asset is classified as measured at fair value
through profit or loss. Financial assets measured at fair value through profit
or loss are recognized initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a financial
asset measured at fair value through profit or loss is recognised in profit or
loss, and is included within finance income or finance costs in the statement
of income for the reporting period in which it arises.
1 Accounting policies
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash lows of the investment have
been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.5 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit
or loss when the financial liability is held for trading. A financial
liability is classified as held for trading if:
· it has been incurred principally for the purpose of selling or
repurchasing it in the near term, or
· on initial recognition it is part of a portfolio of identified
financial instruments that the Company manages together and has a recent
actual pattern of short-term profit taking, or
· it is a derivative that is not a financial guarantee contract or
a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair
value with any gains or losses arising on remeasurement recognised in profit
or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's
obligations are discharged, cancelled, or they expire.
1 Accounting policies
1.6 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
Company.
1.7 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
1.8 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
1.9 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
1 Accounting policies
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
1.10 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.
1.11 Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Executive
Directors who make strategic decisions. The Company only has one reporting
segment.
1.12 Changes in accounting policies and disclosures
(a) New and amended standards adopted by the Company
There are no IFRS or IFRIC interpretations that are effective for the first
time in this financial period that would be expected to have a material impact
on the Company.
(b) Standards, amendments and interpretations to existing standards that are
not yet effective and have not been early adopted by the Company in the 30
June 22 financial statements.
Amendments to IAS 1, Presentation of financial statements' on classification
of liabilities: 1 January 2023
Amendments to IAS 1, Presentation of financial statements' on disclosure of
accounting policies: 1 January 2023
Amendments to IAS 12, Presentation of financial statements' on deferred tax on
leases and decommissioning obligations: 1 January 2023
Amendments to IAS 16, Presentation of financial statements' on prohibiting a
company from deducting from the cost of property, plant and equipment amounts
received from selling items produced while the company is preparing the asset
for its intended use: 1 January 2022
Amendments to IAS 37, Presentation of financial statements' on regarding the
costs to include when assessing whether a contract is onerous: 1 January 2022
A number of narrow-scope amendments to IFRS 3, IAS 17, and some annual
improvements on IFRS 1 and IFRS 9: 1 January 2022
The Directors anticipate that the adoption of these standards and the
interpretations in future period will have no material impact on the financial
statements of the Company.
2 Critical accounting estimates and judgements
In the application of the Company's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
Critical judgements
Share based payments
The charge recognised in relation to share-based payments made under the
Company's share-based payment scheme is recognised based on the grant date
fair value of the award which is recognised as an expense over the period when
the awards are expected to vest. The grant date fair value is measured based
on the market value of equity issued by the Company. The charge is adjusted
based on the probability of an exit event occurring and the shares being able
to be exercised. The grant date fair value is not subsequently adjusted.
However, the expense is adjusted for the number of awards that are expected to
vest.
3 Operating loss Year Period
ended ended
30 June 30 June
2022 2021
£ £
Operating loss for the year is stated after charging/(crediting):
Fees payable to the Company's auditor for the audit of the Company's financial 18,000 9,500
statements
Share-based payments 7,500 248,534
4 Auditor's remuneration Year Period
ended ended
30 June 30 June
2022 2021
Fees payable to the Company's auditor and associates: £ £
For audit services
Audit of the financial statements of the Company 18,000 9,500
During the period the Company incurred non-audit fees of £Nil from its
auditor for acting as a reporting accountant for the listing on London Stock
Exchange (2021: £15,000).
5 Employees
The average monthly number of persons (including Directors) employed by the
Company during the year was:
Year Period
ended ended
30 June 30 June
2022 2021
Number Number
Management 2 2
Their aggregate remuneration comprised:
Year Period
ended ended
30 June 30 June
2022 2021
£ £
Wages and salaries 32,400 15,000
Social security costs - 807
32,400 15,807
6 Directors' remuneration
Year Period
ended ended
30 June 30 June
2022 2021
£ £
Remuneration for qualifying services 32,400 15,000
The number of Directors for whom retirement benefits are accruing under
defined contribution schemes amounted to £Nil (2021: £Nil).
As total Directors' remuneration was less than £200,000 in the current year,
no disclosure is provided for that year.
7 Income tax expense
The charge for the year can be reconciled to the loss per the income statement
as follows:
Year Period
ended ended
30 June 30 June
2022 2021
£ £
Loss before taxation (305,744) (459,646)
Expected tax credit based on a corporation tax rate of 19.00% (2021: 19.00%) (58,091) (87,333)
Unutilised tax losses carried forward 56,666 40,112
Share based payment charge 1,425 47,221
Taxation charge for the year - -
At the reporting date the Company had an unrecognised deferred tax asset
totalling £96,670 (2021:£40,004). This is in respect of corporation tax
losses totalling £509,213 (2021:£210,969) and share based payment gains not
yet realised. Deferred tax has not been recognised because it is not yet
probable that the Company will have the ability to utilise the tax losses
Future changes to the rate of corporation tax
In the 2021 budget it was announced that the main rate of corporation tax will
increase from 19% to 25% form 1st April 2023.
8 Loss per share
Year Period
ended ended
30 June 30 June
2022 2021
£ £
Number of shares
Weighted average number of ordinary shares for basic earnings per share 2,400,000,000 2,400,000,000
Loss (all attributable to equity shareholders of the Company)
Continuing operations
Loss for the period from continued operations (305,744) (459,646)
Loss per share for continuing operations
Basic and diluted earnings per share (0.01) (0.02)
Basic and diluted earnings per share
From continuing operations (0.01) (0.02)
8 Loss per share
The loss attributable to equity holders (holders of ordinary shares) of the
Company for the purpose of calculating the fully diluted loss per share is
identical to that used for calculating the loss per share. The exercise of
share options would have the effect of reducing the loss per share and is
therefore anti-dilutive under the terms of IAS 33 'Earnings per Share'.
The exercise of warrants would have the effect of reducing the loss per share.
9 Trade and other receivables
2022 2021
£ £
VAT recoverable 9,746 36,083
Other receivables 347 347
Prepayments 15,905 44,902
25,998 81,332
10 Trade receivables - credit risk
Fair value of trade receivables
The Directors consider that the carrying amount of trade and other receivables
is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
11 Trade and other payables
2022 2021
£ £
Trade payables 47,194 128
Accruals 21,250 31,978
Social security and other taxation 3,222 1,540
Other payables 31 -
71,697 33,646
12 Fair value of financial liabilities
The Directors consider that the carrying amounts of financial liabilities
carried at amortised cost in the financial statements approximate to their
fair values.
13 Financial instruments - Risk Management
The Company is exposed through its operations to the following financial
risks:
· Credit risk
· Foreign exchange risk and
· Liquidity risk.
In common with all other businesses, the Company is exposed to risks that
arise from its use of financial instruments. This note describes the Company's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements.
There have been no substantive changes in the Company's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them during the period.
(i) Principal financial instruments
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
· Trade receivables
· Cash and cash equivalents
· Trade and other payables
Financial assets at amortised costs
2022 2021
£ £
Cash and cash equivalents 153,701 358,560
VAT recoverable 9,746 36,083
Prepayments 15,905 44,902
Trade and other receivables 347 347
179,699 439,892
2022 2021
£ £
Trade payables 47,194 128
Social security and other taxation 3,222 1,540
Accruals 21,250 31,978
Other payables 31 -
71,697 33,646
13 Financial instruments - Risk Management
Financial instruments not measured at fair value
Financial instruments not measured at fair value includes cash and cash
equivalents, trade and other receivables and trade and other payables.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables, and trade and other payables
approximates their fair value.
Financial instruments measured at fair value
There are no financial instruments currently being measured at fair value.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Company's
risk management objectives and policies. The Board reviews the effectiveness
of the processes put in place and the appropriateness of the objectives and
policies it sets on a regular basis. The overall objective of the Board is to
set policies that seek to reduce risk as far as possible without unduly
affecting the Company's competitiveness and flexibility. Further details
regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company is mainly exposed to credit risk from loans and
unpaid share capital. It is Company policy, implemented locally, to assess the
credit risk of the counterparty before entering into credit contracts.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "A" are accepted.
Further disclosures regarding trade and other receivables, which are neither
past due nor impaired, are provided in note 10.
The Board monitors the credit ratings of counterparties regularly and at the
reporting date does not expect any losses from non-performance by the
counterparties. For all financial assets to which the impairment requirements
have not been applied, the carrying amount represents the maximum exposure to
credit loss.
Foreign exchange risk
Foreign exchange risk arises when Company entities enter into transactions
denominated in a currency other than their functional currency. The Company's
policy is, where possible, to settle liabilities denominated in their
functional currency with the cash generated in that currency. Where Company
has liabilities denominated in a currency other than their functional currency
(and have insufficient reserves of that currency to settle them), the Board
will look to settle the liabilities by obtaining the required currency at the
best rates available to the Company.
Liquidity risk
Liquidity risk arises from the Company's management of working capital as the
Company does not have any internal or external debt instruments. It is the
risk that the Company will encounter difficulty in meeting its financial
obligations as they fall due. The Company's policy is to ensure that it will
always have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain cash balances (or agreed
facilities) to meet expected requirements for a period of at least 60 days.
Capital Disclosures
The Company monitors "adjusted capital" which comprises all components of
equity (i.e. share capital, share premium, retained losses and other
reserves). Further details of the capital risk management policies can be
found in Note 20. Disclosure of all components of equity can be found in Note
15 (Share Capital), Note 16 (Share premium account), Note 17 (Other reserves:
share-based payment compensation reserve) and Note 18 (Retained earnings).
14 Share-based payment transactions
Warrants over 300,000 ordinary 0.000028 shares in the Company were issued on
21st February 2022 in respect of services received from suppliers during the
reporting period.
Therefore, a share based payment expense has been recognised in these
financial statements amounting to £7,500, (2021: £248,534).
Warrants over 2,070,000 ordinary 0.000028 shares in the Company were issued on
5th July 2021 in respect of services provided in the prior reporting period.
Therefore, a share based payment expense in respect of these warrants was
included in the prior period expense.
The warrants vest on grant date. 300,000 warrants expire on 31st December
2023. 72,530,000 warrants expire 2 years from the date of grant.
The table below summarises the options granted, exercised and cancelled during
the period:
Number of share options Weighted average exercise price
2022 2021 2022 2021
£ £
Outstanding at 1 July 2021 70,460,000 - 0.01 -
Granted in the period 2,370,000 70,460,000 0.01 0.01
Outstanding at 30 June 2022 72,830,000 70,460,000 0.01 0.01
Exercisable at 30 June 2022 72,830,000 70,460,000 0.01 0.01
The 70,460,000 warrants brought forward and still outstanding at 30 June 2022
had an exercise price of £0.005, and a remaining contractual life of 0.5
years.
The 2,070,000 warrants issued in the year and outstanding at 30 June 2022 had
an exercise price of £0.005 and a remaining contractual life of 1 year.
In the annual general meeting that took place in December 2021 a Resolution
was passed to extend the expiry date for these warrants by 1 year. Subject to
confirmation by the warrant holders, we expect that the extension will
formally take place before end 2022.
The 300,000 warrants issued in the year and outstanding at 30 June 2022 had an
exercise price of £0.005 and a remaining contractual life of 1.5 years.
14 Share-based payment transactions
The weighted average fair value on the measurement date for the warrants
recognised during the year was £0.0025. (2021: £0.0034 the weighted average
exercise price was pool 1 £0.0029 and pool 2 £0.0224). Fair value was
measured using Black-Scholes Option Pricing Model.
Inputs were as follows:
2022 2021
Weighted average share price 0.01 0.01
Weighted average exercise price pool 1 - 0.005
Weighted average exercise price pool 2 - 0.005
Weighted average exercise price pool 3 0.005 -
Expected volatility 99.7% 99.7%
Expected life 2 2
Risk free rate 0.40% 0.40%
Expected dividends yields - -
Volatility was calculated based upon the anticipated volatility of newly
listed companies of a similar market capitalisation and number of
shareholders.
The expected life used in the model has been adjusted, based on management's
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
Year ended Period ended
30 June 30 June
2022 2001
£ £
Other reserves
Other reserves arising from share-based payment transactions 7,500 248,534
Expenses
Related to equity settled share based payments 7,500 248,534
There were no exercises during the reporting period.
15 Share capital
2022 2021 2022 2021
Ordinary share capital Number Number £ £
Authorised, issued and fully paid
Ordinary of £0.000028 2,400,000,000 2,400,000,000 67,200 67,200
The Company has one class of share which carries no right to fixed income.
15 Share capital
Reconciliation of movements during the year:
Number
At 1 July 2021 2,400,000,000
At 30 June 2022 2,400,000,000
Current year changes to Ordinary share capital
The Company's capital consists of ordinary shares which rank pari passu in all
respects which are traded on the Standard segment of the Main Market of the
London Stock Exchange. There are no restrictions on the transfer of securities
in the Company or restrictions on voting rights and none of the Company's
shares are owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the Company that
may restrict voting rights, restrict the transfer of securities, result in the
appointment or replacement of Directors amend the Company's Articles of
Association or restrict the powers of the Company's Directors, including in
relation to the issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a takeover bid
or the like.
16 Share premium account
2022 2021
£ £
At the beginning of the year 550,158 -
Issue of new shares - 583,200
Share issue expenses - (33,042)
At the end of the year 550,158 550,158
Share premium represents the premium arising on issue of equity shares, net of
issue costs.
17 Other reserves: share-based payment compensation reserve
£
Balance at 8 January 2020 -
Additions 248,534
Balance at 30 June 2021 248,534
Additions 7,500
Balance at 30 June 2022 256,034
17 Other reserves: share-based payment compensation reserve
The share-based compensation reserve represents the credit arising on the
charge for share based payment awards calculated in accordance with IFRS 2.
See note 14 for details of the valuation.
18 Retained earnings
2022 2021
£ £
At the beginning of the year (459,646) -
Loss for the year (305,744) (459,646)
At the end of the year (765,390) (459,646)
The retained earnings reserve represents cumulative period losses.
19 Capital commitments
At 30th June 2022 the Company had no capital commitments.
20 Capital risk management
The Company manages its capital resources to ensure that the business will
have sufficient cash resources to acquire suitable investments and will be
able to continue as a going concern, while maximising shareholder return.
The Directors review the capital requirement of the business on a regular
basis. The capital structure of the Company consists of equity attributable
to shareholders, comprising issued share capital and reserves. The
availability of new capital will depend on many factors including a positive
operating environment, positive stock market conditions, the Company's track
record, and the experience of management. There are no externally imposed
capital requirements. The Directors are confident that adequate cash resources
exist or will be made available to finance operations but controls over
expenditure are carefully managed.
21 Related party transactions
The Directors of the Company are the only key management. Their compensation
has been disclosed in note 6.
22 Directors' transactions
Included in other payables is £31 owed to the Directors in respect of
expenses paid on behalf of the Company. There are no further outstanding
commitments to Directors at the balance sheet date.
23 Controlling party
The ultimate controlling party is Mr M Singh, a Director of the Company, by
virtue of his majority shareholding.
24 Cash absorbed by operations
Year ended Period ended
30 June 30 June
2022 2021
£ £
Loss for the year before income tax (305,744) (459,646)
Adjustments for:
Equity settled share based payment expense 7,500 248,534
Movements in working capital:
Decrease/(increase) in trade and other receivables 55,334 (81,332)
Increase in trade and other payables 38,051 33,646
Cash absorbed by operations (204,859) (258,798)
25 Events after the reporting date
In October 2022, the Company signed a Memorandum of Understanding with the
Sudanese Oil Ministry regarding possible involvement in developing the oil and
gas resources in certain onshore blocks - this was reported in an RNS on 17
October 2022.
On the 27 October 2022, the Company raised £225,500 gross (£211,970 net) in
a directed new share issue of 18,040,000 shares.
On 30 October 2022, the Company received equity investments following a
fundraise. 10,000,000 £0.005 new ordinary shares were issued for total
consideration of £50,000. The new ordinary shares rank pari passu with the
Company's existing shares.
Following the above share issues the Company's issued ordinary share capital
became 2,428,040,000 ordinary shares.
There were no further significant post balance sheet events.
There were no further significant post balance sheet events.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UAVNRUKUARRARecent news on Wildcat Petroleum
See all newsRCS - Wildcat Petroleum - Wildcat Newsletter (April 2025)
AnnouncementREG - Wildcat Petroleum - Director/PDMR Shareholding
AnnouncementREG - Wildcat Petroleum - Half-year Report
AnnouncementREG - Wildcat Petroleum - Collaboration Agreement with SFF re South Sudan
AnnouncementREG - Wildcat Petroleum - Appointment of Consultant and Issue of Warrants
Announcement